Orion and the Cursed Panties

Note: All the characters in this story are over the age of eighteen. It does not represent any real people or groups. It is literally a fantasy. Any errors or omissions are my own. I try to correct them, but life happens. It does contain a magical transformation. Please look at the story tags. If you're not into those things then you should move on. I imagine this story taking place in the same world as the Captured by the Elves and Princess of the Elves series. That being said, you don't need to read those stories to enjoy this. Have fun.

Orion dropped his heavy stack of books on the freshly cleaned cobblestone street. He cursed loudly, but no one paid too much attention to him. He'd been careful not to involve any specific god in the curse. His time on his own as a student had taught him a lot. Only a fool would blaspheme out loud where an acolyte might hear it and then they might curse you. If there was a paladin around, then such a fool might truly be doomed. In some places, paladins had the authority to execute people of lower social orders on the spot for heresy.

Orion looked around. He hadn't seen a paladin for a long time. They didn't normally come into the magical city, and the students at the different colleges were grateful. He quickly gathered up his books and thanked his luck. The streets in Minerva were kept cleaner than most and being this close to the college they were close to pristine. Magic colleges brought exceptional amounts of money into whatever city they were in. Minerva had the most, and the colleges demanded cleanliness.

"I don't think you appreciate how much those books are worth," said a familiar condescending voice.

Orion brushed his raven-black hair out of his eyes and looked up to see the chiseled masculine face of Chadwick. The upperclassman had a wry smile. Chadwick looked like a prince out of the stories: blonde hair, blue eyes, and a strong masculine build. He was waiting for Orion to get angry and lash out. This game of fishing went on every day.

"The streets can be slippery and uneven," said Orion. "Many people drop things."

"Common bumblers," spat Chadwick. "And that's why they remain that way. A trained magician cannot be like such. He must be above the rabble. I thought you were a legacy. Perhaps I was mistaken."

With his books in hand, Orion stood up to Chadwick. He said, "My family has been represented here at this academy for six generations. My distant ancestors helped to found it."

Chadwick shrugged. He said, "Your family is due respect for that, but you're the one who's here now. Not them. Magicians are an upper class, but we're not royalty. We still must prove ourselves. And you are lacking, Orion."

Orion dusted off his books and then himself. The insults were not anything new. He had to not give in to anger. That was beneath him. Orion gritted his teeth.

"I don't have time for your foolishness," he said. "I have a class to get to."

He stormed away from the upperclassman and continued down the thoroughfare. The prospect of being late again had already led to him stumbling and dropping the books in the first place. Wasting time with a miscreant like Chadwick wasn't going to help him.

The campus loomed before him. It rose up from one of six hills which dominated the perimeter of the city. The college of magicians had been built before the other people arrived. In those days of yore, a cabal of magic users had sought refuge from normal humans. However, people who hoped to learn their craft had sought them out, and eventually over the course of generations a few makeshift buildings had grown into a city that had defensive walls and a local government. Even after so many years and so much progress the people of the city were still catering to magic users.

Orion's own ancestors had come to this region back then. So many had tried to learn the magical arts, but few people ever succeeded. Historically, his family had been one of the few to be able to carry on the tradition, and so in his own way Orion was cursed. Doomed to be compared to those that had come before him.

He crossed the campus and made it into the main hall. Dozens of other students were within. Each of them struggled to get to their lecture rooms on time lest they face the wrath of the professors. Magic users could be notoriously haughty, and they didn't often possess the patience or the encouraging nature of other teachers. Orion made it into the room just in time as a spell sealed it shut behind him. Any student unfortunate enough to be locked outside would face the dire consequences. Orion knew how frightening those could be.

"I'm so glad that you could grace us with your presence, Mr. Miller. I'm sure that you know where your seat is."

Orion looked towards the speaker. It was always surprising that this loud and powerful voice came from a woman who was inches shorter than he was. Professor Rosetree was famous among the young men at the college. She was petite blonde with exceptionally large breasts that looked unnatural on her small frame. People often joked about her eventually tipping over in class one day, but that was said well out of earshot.

Professor Rosetree crossed the classroom and physically confronted him in an instant. Other students in the same class would've seen only a blur as she did this. So much of her very nature was completely enhanced by magic.

"Orion," she said. "Did you truly want to come to class today?"

"Yes, Ma'am."

His skin grew so hot at speaking to her so close. Gods, she had such power over him and every other young man there.

"I'm glad," she said. "We live in strange times. I fear that your generation is losing some of the promise that we have hoped for it."

He was tempted to respond that she couldn't be too far away from his generation based on her youthful looks. However, it was impossible to know her true age. Those people who became truly imbued with magic tended to transcend beyond normal understanding.

He said, "I'm committed, Ma'am. I look forward to proving it every day."

Her smile was as delightful as it was terrifying. "That's what I want to hear. I know that you're a legacy student, and your family has certainly earned its reputation in the esteemed history of our school. However, this is supposed to be your time, no?"

"Yes, Ma'am,"

"Take your seat."

The other students behind him laughed. One scathing look from Professor Rosetree silenced them all. No one wanted to be next. Fortunately for Orion, everyone's attention went back to their lessons. Ms. Rosetree had little sympathy for those who didn't pay attention in class. The lecture began and they desperately tried to absorb all that they could. They were expected to fail. And so many would. Students at the college had to transcend to a different level to succeed.

Orion applied himself wholeheartedly.

Eventually, Professor Rosetree decided that it was enough for one day.

"Very good," she admitted. "Perhaps some of you will make it to the end. You are dismissed."

There was a great deal of ruckus as all the students got up from their desks. A dozen conversations started, and the students steeled themselves for the next class that would stress them out. As frightening as Ms. Rosetree was there were worse professors on campus and those lectures would be coming up soon.

Orion was about to make that journey himself when Ms. Rosetree called to him.

"Orion," she said. "I already had a note delivered to Professor Macdougal's class. You're officially excused for today. Trust me, I'm doing you a favor. That old man could drone on for an age if they let him."

When all the other students had left the room, Professor Rosetree drew a magic rune in the air with her finger. Its glowing green particles hung in the air for a moment. Then the large oak door to the classroom slammed shut and the magical barrier that sealed it was reestablished. They were totally sealed off from the rest of the world.

"That's better," she said. "I can only tolerate being around too many people for so long. You'll understand what I'm talking about when you're older."

Orion forced himself to take deep breaths. "Did you need me for something, professor?"

Ms. Rosetree giggled. "Don't play games, Orion. I didn't wipe your memory of what we did last time."

"Oh," Orion said sheepishly. "I didn't tell anyone. You said that it was private, and I kept it private, ma'am."

Ms. Rosetree smiled deeply at him. "Very good. I'd hate to be so exposed."

Professor Rosetree shrugged, and her scholarly black robe came to life as if it were an animal. It crawled off her body and draped itself over her large, padded chair by the desk. The red dress that she'd been wearing beneath the robe was so tight and snug on her that it may as well have been painted on. It hugged her curves so well. She reached a hand down between her legs and under her dress. She gently tugged down and slipped off the black silk panties that she'd been wearing. The professor held them out to Orion.

"I know you want them," she said.

Orion's breathing deepened. Even though they were alone, he couldn't help but to be terrified of being seen. The compulsion to give in was too much to overcome though. He took the panties and then brought them to his face to take in all her musky aroma.

It was wonderous.

He imagined explorers of old discovering gardens from the time of creation. Fertile and healthy. Full of promise.

"You look so excited," she said. "The men my own age who normally pursue me are so obsessed with my station, my ancestry, or my finances. Even fewer care about my craft. I lament that. Then there's you, Orion. You're obsessed with my body in the simplest way. You care more about my panties than the servants I pay to wash them. Perhaps I should hire you," she mused.

Orion broke away from his reverie. "You want to give me a job?"

The professor burst out laughing. "It's tempting, but there are certain complications if I officially take a student into my service. It happens all the time here at the college though. Trust me, you'd rather be doing my laundry than that of some of the older professors."

Orion went back to enjoying the scent of her pussy. Doing her laundry would be worth it if he could have more access to this.

Professor Rosetree went and reclined in her large wooden chair. Her small frame made the chair look like an enormous throne. She spread her legs a bit--exposing her upper thighs. Then she laid one of her dainty hands atop her thigh and waited.

She said, "Pleasure yourself in front of me, Orion. You have my panties. You can smell my pussy. I'll even let you see it if you entertain me. I've been wet all day thinking about doing this. Don't disappoint me."

Orion's cock was already straining against his trousers. He hadn't earned a robe yet, but he'd earned this. Orion untied the front of his pants and freed his stiffening cock. He could scarcely believe what happened last time with his professor, and now here it was again: a fantasy made flesh.

He breathed in the musk of her moist underwear and began stroking his cock. Professor Rosetree's eyes widened with delight. She was an immensely educated and powerful woman who could put scores of people to work at will. This was more power than Orion could imagine having, and yet she was stooping into this interaction with him of all people.

Orion covered his cock with her soiled panties and jerked off furiously into them. He had the perfect fantasy of fucking her then. She was his finally, and he could enjoy her body to his satisfaction. Orion was barely seeing her sitting on her throne then. The professor noticed this and was pleased. She slowly pulled up her dress to expose her nakedness. Her pussy was cleanly shaved. Wet and swollen with urgent need.

Professor Rosetree went to work on herself. Gently stroking her outer lips. Dipping her fingers inside. Orion had only ever tried playing with a woman's sex once, and his efforts were rushed and clumsy. The professor was mistress of her own body. She manipulated herself like an expert. Ms. Rosetree began breathing rapidly, and Orion increased the speed of his own manipulation to match her excitement.

Then Professor Rosetree unlaced the front of her dress and played with her strangely large breasts. Gently twisting at one of her small pink nipples. She locked eyes with Orion, and for him it was as if they really were fucking each other. There was little difference in his own mind at that point.

Orion lost control. He shuddered. His cock sent jets of cum into the professor's panties. He had to catch himself from falling over.

The professor watched all of this. The whole thing pleased her with no end. While Orion struggled to regain his footing and not embarrass himself, she worked her quim until her own orgasm took her away. Fortunately, for her, she had her chair to lean back in. She closed her eyes and opened her cute little mouth in a long and sweet moan.

Sparks of magical energy bounced off the shield that she'd erected over the room. Later, she'd be grateful that the shield held. If she'd been less careful her orgasm could've damaged the room, and then her little extracurricular activities with Orion would receive some unwanted attention. However, years of discipline helped her avoid that embarrassment.

Orion finally steadied himself. Relief washed over his body in the wake of his orgasmic satisfaction. He felt totally reinvigorated. His schoolwork and constant studying usually sapped his lust for life. What he did in private with the professor brought it all back with gusto.

He closed his trousers and cleaned his hands using the panties. Then he noticed that a glob of his seed had shot onto the floor. It had been a much larger amount than he normally spilled forth. He was about to wipe it off the floor, but the professor stopped him.

"Leave it," she said. "It belongs to me now."

"What would you want with such a thing?"

She sighed. "You still haven't gotten that far in your education yet. I'll want more eventually. A jar of blood as well. Maybe even a bit of skin." She noticed the look of worry on his face and laughed. "Don't think so much on these things," she assured him. "I don't wish anything ill towards you." She smiled again and pointed towards the cum-soaked panties that were still in his hand. "You can keep those. I'm going to have a new wardrobe made for the winter season and need to make room. Magicians tend to be hoarders. I'm trying to avoid that."

Professor Rosetree stood up from her chair. She closed the top of her dress and pulled the bottom back down. Her living robe rose up from where it hung and crawled back onto her.

"Take a few minutes to make yourself presentable," she said. "We still must maintain our appearances here at the college. We can't allow our passions to control us too much. There is a particular variety of elf in distant lands that have that problem. A 'wild elf' if you will. Here we believe in order and discipline. Never forget that."

Once he was presentable enough, the professor removed the shield from the room and sent him on his way. Orion left her there. He wanted something hot to drink and was feeling hungry. A good snack would settle him. He stuffed the professor's twice-soiled panties into his pocket. Orion had special plans for them later.

Later that day Orion was finally able to return to his dormitory. His roommate was currently out. He thanked the gods for that. Samwell wasn't the worst of roommates. Orion had already experienced that Hell. The problem with Samwell was that the husky young man was always interested in whatever Orion was doing. Not as though Orion lived an exciting life, but Samwell did even less. He rarely left their dorm and stayed lost in his books. He was shut-in, and Orion sympathized with him because he knew that he could've been the same way.

However, the man could still be annoying. There were limits.

Once Orion had dealt with his "homework", he was free to focus on his own project. This was something audacious and extremely dangerous. To even consider it could've resulted in expulsion, and then either imprisonment or being cursed, which was often the worse punishment.

Orion opened a hollow he'd fashioned in the corner of his room. This wasn't anything new. Several students had such hidden caches to store alcohol or other contraband. He'd gotten the idea from his old roommate's unpleasant habits. His roommate had been caught, but Orion believed that he was more cautious than that nincompoop.

From this ever so secret location, Orion gently removed the fragile pieces of his most prized possession. He then spent several tense minutes assembling the brittle pieces of black stone. One mistake could potentially be fatal. When it was completed, Orion stook a step back to admire his handiwork: an altar to the dark goddess Matuhte.

He couldn't imagine there being many of those around. Worship of Matuhte had been driven from most of the continent if not the world. There were certain negative associations attached to her worship. Orion had no intention of making any human sacrifices. He hadn't even taken the classes related to that yet. That was one of those theoretical things that you were expected to know, but never actually use. Like mathematics.

Orion's interest in Matuhte had more to do with the other side of her worship. She was also considered to be a goddess of lust. Her name was often referenced in love potions or other such tonics to enhance virility or sexual performance. Those products were often pure hogwash though. Orion had even tried a few of them to no avail. He had greater ambitions though.

Orion took out his other newly acquired prized possession. He placed Professor Rosetree's panties atop the altar. Finally, he had something that belonged to her. And it was something intimate as well. Intimacy was what he was looking for. He'd been lusting after Professor Rosetree for a long time, and he wasn't the only one. Rumors of love potions and incantations swirled about her. So many students swore that their friend's friend had once had sex with the tantalizing little blonde, but there was never any evidence of such a thing. Only whispers.

Orion knew that he should've been grateful for what he had already achieved. They had been "intimate" together--even if it was from across the room. Orion stared at the soiled panties and pondered his sexual dilemma one more time. His studies were in a decent place. Morons like Chadwick didn't respect him, but the professors didn't consider him to be a complete waste of flesh. He didn't need to do this. He could've just pleasured himself in the private shame of his dormitory. His roommate Samwell did it nonstop.

That was the problem though. Orion knew that he was better than other people. Therefore, he needed something better. Professor Rosetree could be his. At least for a brief time. Then he would do the responsible thing and nullify the charm spell. Afterall, it would be inappropriate for such an esteemed and powerful sorceress to remain the love slave of a novice for that long.

Just one time, he promised himself. He would charm her into his bed one time and then end it. That wouldn't be so bad. In fact, in an odd way the professor might even be impressed by his achievement. He was reaching for that last point. Well, he thought he could at least imagine that she would be impressed. That was good enough.

It was time to be bold. The best magicians seized their destiny and their desires. It was time for Orion to be one such man. His family and their legacy demanded it.

The soiled panties called to him from the their place of reverence atop the altar. Greatness awaits me, thought Orion. He took a small blade out of his ritual kit and carefully made a cut on the ring finger of his left hand. The ancient texts said that Matuhte demanded sacrifice from that finger. A little bit of blood and pain was worth it.

Orion began reciting the incantations that he'd spent days memorizing. He wasn't even familiar with the language that he was using, but Orion had a good feeling about his chances. He'd received better than average marks in Ritual 101.

At first, there was nothing, but Orion repeated the incantation, and eventually the air around him began to hum. His base instincts told him to flee. Indeed, that was the natural human weakness that prevented most humans from becoming magic users. Orion steadied himself. He wouldn't give in to fear. This wasn't just about him being able to satisfy his own sexual desires. This was the greater test of his own magical ambitions. He imagined looking back at this incident in the years to come. His future success would depend on his dedication at this moment. Orion was sure of this.

The altar began to shake on its own. Nothing else moved in the room so it wasn't an earthquake, or some large object being moved elsewhere in the building. A bright pink glow emanated from the carved black stone. Orion was confused because the texts said that the magical energy was supposed to be green. Part of him wanted to worry about that detail, but clearly, he'd succeeded in activating some sort of magic, and that was a great sign. He wasn't just another pretender.

The soiled panties of Professor Rosetree floated up from the altar. The bright pink energy soaking them. Orion watched in silence. The text hadn't mentioned any of this. Did he do something wrong? There was no one there for him to ask. A ritual like this was illegal. The only thing that he could do was to keep faith in himself, and hope that he was the magical genius that he believed himself to be.

The energy surrounding the panties surged brighter and brighter. A massive wave of heat flowed from them, and the wonderful musky aroma of Professor Rosetree's pussy. The light and the scent were so intense that Orion feared that his secret was about to be revealed to all.

The panties suddenly exploded into a million particles of light. For Orion, it was like being there for the instant creation of the heavens. He fell to the floor. Orion felt at himself. Expecting to find burns or missing body parts. Yet, there was nothing.

There was only silence.

Orion stood and went to look out the window into the great courtyard of the magic college. There were only a few people walking around so late in the day. He didn't see anyone panicking. Nobody was breaking down his door to condemn or arrest him. They didn't notice anything.

Well, he thought, I might be a failure, but at least no one knows about it.

He resigned himself to his failure, and carefully disassembled the altar to Mahtuhte, and then returned it to its hiding place. Keeping it a secret was the most important thing. Orion lamented the loss of Professor Rosetree's panties. He'd barely had a chance to enjoy them. Gods, he was like a pathetic gambler who just couldn't wait to burn through what little he'd won. He could've enjoyed jerking off into those panties for months.

He would feel their loss for some time.

Not to worry, he thought. He knew that Professor Rosetree was a horny slut deep down, and would no doubt give him another pair of panties eventually. Women like that were all the same.

The thought was making him hard already. Something felt odd. In a good way though. Was his underwear cinched up on him suddenly? Orion opened his trousers to look at what was amiss. He stared in wonder at the sight of Professor Rosetree's panties on himself.

How did that happen?

His first instinct was to tear them off, but he did stop to assess the feeling of them on his body. Yes, the silk did feel wonderful against his cock, and the thought that he was in a way touching the professor's pussy got him even harder. Orion smiled privately to himself. Well, having a quick wank would certainly improve his mood, and now he had a whole new way to enjoy the panties. He slid his hand into them and was about to enjoy himself when something horrible happened. Orion's cock began shrinking in his hand. And this wasn't the normal shrinkage that a man faced when losing an erection or when it got cold. It was a profound change. His balls were shrinking as well.

"No, no, no," he stammered. "What's happening to me?"

Orion desperately tugged his clothes off to get a better look at what was afflicting him. He'd just taken off his cotton tunic when he noticed something wrong with his chest. His nipples were moving. His eyes widened in horror. Then two fleshly mounds rose up from his chest like copious hills atop a plain. His nipples were large and bright pink by then. Orion's mind struggled to process this development.

"This can't be happening," he said. "Why?"

There were fleeting thoughts in in mind. He had been invoking Mahtuhte: a goddess with a reputation for cruelty and spite. If he'd insulted her...

Oh gods...

The bones of his body cracked and shifted as his frame changed. His hips became wider and his shoulders narrower. Orion stumbled over to the mirror on the wall--barely able to control his body, which was altering itself. To his horror he recognized the shape that his body was taking on. He'd spent countless hours of his life admiring the female form, and now his own body was beginning to imitate it. His ass swelled into something plump and feminine.

Far too big, he thought.

When he looked in the mirror, he saw that his face was becoming that of a young woman. His black hair grew down to tumble onto his shoulders in a wave.

Then he noticed further movements in his crotch. His cock and balls receded fully into his body, and in their place was a new and hairless pussy. So much like the one he admired on Professor Rosetree.

Orion cried out in horror and then was perplexed.

"Why do I sound like that?" he asked.

It was no longer his own voice, but a high-pitched girlish voice.

"Help me, gods," she cried.

Yet there was no reply, and Orion was left to face reality as a "she" and no longer a "he". Orion was a girl then. She almost passed out but caught herself. Orion was covered in a cold layer of sweat. She felt like she'd been out on a run.

All she could do was stare at her new naked self in the mirror. It didn't seem to be real at first. She tentatively touched one of her plump breasts. Yes, that certainly felt heavy, ripe, and real. How did women walk around with these things on their bodies?

She looked at herself in profile. Then imagined trying on different outfits in hopes of achieving the right look. Orion stopped for a moment. No, she thought. This isn't me. I'm not supposed to be like this.

"I'm not a girl," she said out loud, but when she looked to the mirror, a raven-haired girl with large breasts stared back at her.

She didn't know what to think. The male portion of her mind was gradually shrinking, and something new was forming in its place. Orion tried to remember herself as a man. She struggled with this which made no sense. It was only recently, she thought. A moment later she caught herself admiring her hot body in the mirror.

Orion moved a cautious hand to the place that she feared to explore, but she had to do it. Orion carefully touched her new pussy. Her fingers brushing over her outer lips. She recoiled. Afraid and yet so intrigued by it. She touched herself again. Daring to slip the tip of a finger inside herself. She began getting wet, and there was so much heat inside.

No, she had to stop. She wasn't supposed to be like this. She was a man. She wanted her cock back.

But her pussy felt so good.

She dragged a chair over to the mirror--telling herself that she just needed to rest a bit. Yes. If she could just rest, then surely, she would have some great epiphany and save herself. She began this by removing the panties that had mysteriously appeared on her. The panties had been the cause of all this grief. She dropped them on the ground, and to her horror the panties came to life and then scurried away to hide in the closet like a rat.

I'll have to deal with those later, she thought.

Orion sat down and beheld herself in the mirror again. She wanted to think deeply, but it was so hard to do. When she relaxed, she began touching herself again. She learned quickly that she needed to be gentle. In her heart, Orion apologized to the poor girl she had tried to clumsily grope years ago. If only she had known.

She spent the next several minutes working herself into a frenzy. Her pussy and her hand were drenched in her hot juices by then. Her breathing became labored. At some point, she began using her other hand to play with her ripe breasts. Squeezing them. Pinching and pulling on her nipples. She even caught herself imagining those breasts swelling up with milk and someone feeding from her. Somehow, she knew that she would love that.

"No," she cried. "That's not... me."

Her voice caught in her throat as her first orgasm as a girl seized her. She shook in her chair. Totally alone and gone from the world as her pussy rewarded her with an intense wave of bliss. Orion was trapped in that rapturous moment forever, and then suddenly it was gone.

Her mind returned to her.

I'll wake up from my dream now, she thought. However, that didn't happen. She was just a girl staring at herself naked in the mirror. Her new pussy was lightly sore and satisfied.

Look at me, she thought. What have I become?

She was lost in those thoughts when the door opened and in walked her roommate Samwell.

They just looked at each other in silence for a moment. Each wondering how their day had taken this peculiar turn.

Finally, Samwell said, "What... what's... I mean... who are you?"

Orion's addled brain wondered what she should say. It would've been quite a challenge to offer a proper witty explanation. The old Orion would've gone with that. He'd found that being a "funny guy" garnered decent credit on campus. However, that part of her mind had faded. The new Orion simply smiled at her new guest.

"Do you like what you see?" she asked.

Samwell was sweating and fidgeting. "Is this some sort of test?" he asked. "I'm a good man. Not bad. My mother didn't raise a bad man."

Orion said, "It's a test of what you're going to do when a beautiful girl is here for your pleasure."

The husky young man seemed to gather a little more confidence then.

"Really?" he asked. "You would want that from me?"

Orion stood up from the chair. "Samwell," she said, "Take off your clothes. A beautiful girl wants to have sex with you. This is important."

That got through to him. Orion knew very well that his roommate desperately craved women. Samwell's prized possession wasn't a grimoire filled with magic spells, but a lewd book filled with the scandalous drawings of naked ladies. Orion knew that he wanked off to it often, and now she was there to give him the real thing.

Samwell barely managed to get his clothes off before Orion tackled him onto the bed. The young man yelped at the assault, and for a moment, perhaps he believed that this mysterious young woman meant him harm. However, this girl had her mouth on his cock in short order.

It was strange thing for Orion. She didn't know where these urges were coming from, but it felt so natural for her to be doing it. She worked her mouth around Samwell's fat pink mast. It swelled in size within her mouth. Her efforts were mostly instinctual. Part of her remembered what she liked when she had a cock, and she did her best to recreate that experience.

Either she was doing very well, or Samwell wasn't picky. Each option was fine for her. In Orion's mind this was something that she wanted to do. She had total control over her roommate then. She used her mouth and then used her hand. She wanted him as hard as possible. Finally, she believed that she had achieved this, Samwell's cock was a rigid spear. That was what she longed for.

Orion released Samwell's cock from her mouth--trails of her saliva dripping from its rigid surface.

"Don't cum yet," she told Samwell. "I'll beat you if you do."

The look on Samwell's face was a mixture of the daze of pleasure combined with the fear of what this unknown girl would do if angered. Did he suspect that this strange woman could've been a transformed Orion? She didn't see how and more importantly she didn't care at that moment. She had more important things on her mind.

Orion mounted Samwell. She carefully guided his cock straight into her moist pussy. She began slowly. Letting herself grow accustomed to it. Orion quivered at the feeling of being filled. There was nothing like it in her experience. She'd never had such a connection with another human being.

It was magical.

Orion began fucking her roommate. She decided to go for it. The feeling of it was so amazing and natural for her. She wanted more and more of that amazing feeling.

Poor Samwell could only lie there and brace himself as Orion pounded him into the mattress. It was Orion who grabbed Samwell's hands and placed them on her plump tits. That delighted Samwell. He squeezed and fondled her tits like they were the greatest thing ever. Orion didn't understand the big deal, but if it kept Samwell interested and hard then she was all for it.

Orion carried on with this for some time. Truth be told she could've stayed in that room and fucked Samwell forever. It felt good. Somewhere in the deep recesses of her mind the male version of Orion was screaming at her to stop and calling her a slut.

She didn't care.

She figured that this part of her personality might slide to the background later, and the old "Orion" might come back with all his worries and desperate ploys to bolster his confidence. She thought that he was a fool to have all these fantasies of being some powerful mage doing who knows what. This was what was important: finding wonderful moments of pleasure to share with others. Orion could do that every day.

"Uhm..., ma'am," said Samwell.

She looked at him annoyed at the interruption. "What? You're having a good time, right?"

"Well... yeah, but... I'm you know? Going to cum."

She smiled. "Good."

Orion sped up her thrusting into Samwell. She began furiously rubbing at her clit while she did this. A great tingling rose up from within her pussy and began spreading throughout her whole body. Beneath her, Samwell tensed and twitched. He grunted, and his cock sent forth torrents of hot seed deep within her.

Orion's own climax struck her then. She shook atop Samwell's cock and cried out in rapturous joy. Yes. That was what she wanted. What she needed.

She collapsed atop Samwell. The power was gone from her. They were both spent. She stayed with him for some time. Samwell was a bigger guy, and for her he was like a great bear to keep her warm. She didn't mind at all that he was the huskier sort. He'd satisfied her plenty on this day.

Orion eventually rolled off her lover and then cuddled up to the large young man on the bed. She took a deep breath and released it with a great sigh of satisfaction. Orion didn't say anything. Just basked in the magnificent afterglow. There was no need to ruin good sex with words.

"What's your name?" asked Samwell.

"Don't worry about it. She cuddled up to him some more. "Just enjoy this moment."

Samwell didn't need to be told twice. They stayed there together and eventually drifted off to sleep.

The next morning Orion was awakened by a terrible ruckus that was so close. She wondered what the devil it could be, yet it was distantly familiar to her. Her eyes peeled open to behold the face of Samwell and he was snoring loudly. Gods, she thought. I know that sound. Why was she so close to him though? And why am I so warm? Then it all came back. She felt at her body entangled with Samwell's. It wasn't a dream. The ritual had gone awry, and Orion was a girl. But Samwell...

What did I do? Orion moved around. Her frightening new pussy was somewhat sore. She felt it and found traces of drying cum.

Oh gods, she thought. This body is turning me into a slut.

That was bad enough, but she knew there was a more terrifying implication. This slutty version of herself might take over eventually. When did she stop thinking of herself as a "he"?

Samwell ceased snoring for a moment. No doubt waking himself up with his own horrid noise. Orion watched in horror as one of Samwell's meaty hands grabbed one of her breasts and faded back to sleep holding it.

I didn't just fuck him, she thought. I made it something special for him. He probably thinks I'm his woman now.

She needed help. If this continued then Orion feared that in a matter of weeks Samwell was going to propose to her and get her pregnant, and she would likely be fine with it. She may even forget the man that she had been, and all of those hopes and ambition would just be gone. Like they had never existed.

She couldn't let that happen.

Orion slowly slipped from the bed. She was careful not to wake Samwell. The conversation that was liable to ensue from that would not be to her liking. She had no adequate way to explain her actions the previous day.

Samwell returned to his loud snoring, and she was grateful for the cover. She used it to tiptoe to her dresser and retrieve some basic clothing. Most important was the large green cloak that she removed from a peg on the wall. It was too large for her now, but that was fine. She just needed something to hide under.

Orion looked out the window. The sun had started to rise over the campus. She knew that Professor Rosetree had a prep-period earlier in the day, and if she left now she might catch the Professor in time for some privacy. She slipped on some boots and took one last look at Samwell on the bed. His smell was all over her, and she knew that his seed was still in her body.

Gods, she thought, if I truly am a woman then there might be a chance at pregnancy from this one time. She had considered that earlier, but the gravity of the situation began to pull her town into a place of fear.

She couldn't stay this way. Orion needed Professor Rosetree. She left the room and began her journey across the campus. Hoping that there would be salvation at the end.

Orion found her way back to the professor's lecture hall. It wasn't sealed now. Professor Rosetree was busy drawing several diagrams and notes on the chalkboard. She didn't seem to hear Orion enter the room.

Orion cautiously approached Professor Rosetree. She still wasn't used to her new body. The large breasts on her chest were ridiculous and threw her off balance. How did the professor move so gracefully with her own large tits? How did any woman do it?

"Professor," she began timidly. "May I please speak with you?"

The professor turned away from her chalkboard with its many incantations scrawled upon it. She said, "May I help you?"

"Uhm... I..."

"Do I know you, young lady?"

"Well, ma'am... you see..."

"You wouldn't be someone who attempted to do something truly wicked? A young novice magician who decided to let his lust control him. Maybe he even did something illegal."

Orion was frozen in terror.

Professor Rosetree flashed a wicked smile--showing off her teeth that was so bright they looked unnatural. She said, "You make quite the lovely, little lady, Orion. Many others would be grateful for such an outcome."

Professor Rosetree waved a hand towards Orion and the cloak that she was hiding under was blown off and across the room. Orion just stood there. She wasn't naked, but she felt exposed, nonetheless.

The professor walked over and looked Orion up and down. Her eyes lingering on Orion's large breasts that were straining against the men's shirt that she'd squeezed into. Professor Rosetree reached out and groped one of Orion's breasts.

She said, "Very nice. You know, I never intended for my own breasts to become so large. It can be hard to calibrate magic the way that you want. I learned how to modify my body because I once felt so inadequate. That can be a terrible thing for young woman to go through. You'll learn all about it."

"Please, Professor," said Orion. "I came to apologize. I'll never do it again. I swear it!"

Rosetree gave a sidelong glance and pouted. "That sounds almost sincere. You're a good little actress. That will be a useful skill for you to have from now on."

Orion went to her knees. She prostrated herself before the professor. Begging for a reprieve. After several minutes of this she was crying, sniveling, and an emotional wreck laid bare for all to see. However, Professor Rosetree was the only witness to this. The older woman merely looked down at her with a cold expression.

The professor said, "It pains me to see you this way. I was very offended by your attempt to befuddle my mind into sleeping with you. Do you think that you're the only one to attempt that? I've had to live my life as a constant target because of how I look. I had such high hopes for you, Orion. Why do you think I was doing those things with you?

"All you needed to do was to have some patience and establish yourself. I have a soft spot for you, and eventually you would've gotten very lucky."

Orion continued to plead. "I'll be your servant," she said. "Just please help me. I... this new body is hard to control. It wants things, Professor. I... I did things with Samwell."

"Who's that?"

"My roommate."

"Did he force himself on you?" Professor Rosetree asked. Her interest was piqued.

"No. I... forced him. I think I gave him the greatest night of sex he's ever had. I was out of control."

"Very well. That would've been entertaining to watch."

"If you did this to me then please change me back. I beg you."

"I didn't 'do it' to you," said the professor. "I maintain protection against charm spells because horny young men believe they can have their way with me. That will deflect some of the magic back towards you, but odd effects can take place. You were also dealing with a spiteful goddess. These things combined made for your current circumstances. Or so I would theorize."

"Please, help me."

The professor mulled this notion over for a time. She said, "It is possible that this experience could help you develop into a better person." She smiled. "Perhaps you won't be the greatest mage, but I can make something useful out of you."

Orion thanked the professor profusely, though part of her didn't like how the professor had phrased her offer of help. What was Orion to do though? He'd gotten involved in something that he hadn't fully understood or appreciated, and now he or she was on her knees pleading to be saved.

There were no other options.

She was terrified that her mind would be affected more than it already had been. She didn't want to think of herself as a "she", but there was little denying it. If this new version of Orion wanted to be a slut sometimes then what was the stop her from becoming Samwell's private bed-warmer?

Orion looked up at Professor Rosetree. She said, "I'm yours to command, Professor."

"Good. Very good. However, in private I will be 'Mistress Rosetree' from now on. Is that understood?"

"Yes, Mistress Rosetree."

Orion didn't know what she was in for, but Mistress Rosetree was going to have some fun.

Note: Thank you once again for your time and interest. I hope you enjoyed the story. It was fun to write. Please feel free to rate the story and by all means leave a comment if you so desire. I love to hear from you and that tells me what you like. I finish this while drinking a Weekend Vibes IPA from Coronado Brewing Company. It was a tiring stretch of work days, but now I'm relaxing. I hope you find time to do that too. Cheers!